Supplemental Guarantor Information | Supplemental Guarantor Information 2021 Notes and 2027 Notes On May 26, 2016, TRI Pointe Group issued the 2021 Notes. On June 5, 2017, TRI Pointe Group issued the 2027 Notes. All of TRI Pointe Group’s 100% owned subsidiaries that are guarantors (each a “Guarantor” and, collectively, the “Guarantors”) of the Credit Facility, including TRI Pointe Homes, are party to supplemental indentures pursuant to which they jointly and severally guarantee TRI Pointe Group’s obligations with respect to the 2021 Notes and the 2027 Notes. Each Guarantor of the 2021 Notes and the 2027 Notes is 100% owned by TRI Pointe Group, and all guarantees are full and unconditional, subject to customary exceptions pursuant to the indentures governing the 2021 Notes and the 2027 Notes, as described in the following paragraph. All of our non-Guarantor subsidiaries have nominal assets and operations and are considered minor, as defined in Rule 3-10(h) of Regulation S-X. In addition, TRI Pointe Group has no independent assets or operations, as defined in Rule 3-10(h) of Regulation S-X. There are no significant restrictions upon the ability of TRI Pointe Group or any Guarantor to obtain funds from any of their respective wholly owned subsidiaries by dividend or loan. None of the assets of our subsidiaries represent restricted net assets pursuant to Rule 4-08(e)(3) of Regulation S-X. A Guarantor of the 2021 Notes and the 2027 Notes shall be released from all of its obligations under its guarantee if (i) all of the assets of the Guarantor have been sold; (ii) all of the equity interests of the Guarantor held by TRI Pointe Group or a subsidiary thereof have been sold; (iii) the Guarantor merges with and into TRI Pointe Group or another Guarantor, with TRI Pointe Group or such other Guarantor surviving the merger; (iv) the Guarantor is designated “unrestricted” for covenant purposes; (v) the Guarantor ceases to guarantee any indebtedness of TRI Pointe Group or any other Guarantor which gave rise to such Guarantor guaranteeing the 2021 Notes or the 2027 Notes; (vi) TRI Pointe Group exercises its legal defeasance or covenant defeasance options; or (vii) all obligations under the applicable supplemental indenture are discharged. 2019 Notes and 2024 Notes TRI Pointe Group and TRI Pointe Homes are co-issuers of the 2019 Notes and the 2024 Notes. All of the Guarantors (other than TRI Pointe Homes) have entered into supplemental indentures pursuant to which they jointly and severally guarantee the obligations of TRI Pointe Group and TRI Pointe Homes with respect to the 2019 Notes and the 2024 Notes. Each Guarantor of the 2019 Notes and the 2024 Notes is 100% owned by TRI Pointe Group and TRI Pointe Homes, and all guarantees are full and unconditional, subject to customary exceptions pursuant to the indentures governing the 2019 Notes and the 2024 Notes, as described below. A Guarantor of the 2019 Notes and the 2024 Notes shall be released from all of its obligations under its guarantee if (i) all of the assets of the Guarantor have been sold; (ii) all of the equity interests of the Guarantor held by TRI Pointe or a subsidiary thereof have been sold; (iii) the Guarantor merges with and into TRI Pointe or another Guarantor, with TRI Pointe or such other Guarantor surviving the merger; (iv) the Guarantor is designated “unrestricted” for covenant purposes; (v) the Guarantor ceases to guarantee any indebtedness of TRI Pointe or any other Guarantor which gave rise to such Guarantor guaranteeing the 2019 Notes and 2024 Notes; (vi) TRI Pointe exercises its legal defeasance or covenant defeasance options; or (vii) all obligations under the applicable indenture are discharged. Presented below are the condensed consolidating balance sheets at December 31, 2019 and December 31, 2018 , condensed consolidating statements of operations for the full years ended December 31, 2019 , 2018 and 2017 , and condensed consolidating statements of cash flows for the full years ended December 31, 2019 , 2018 and 2017 . Because TRI Pointe’s non-Guarantor subsidiaries are considered minor, as defined in Rule 3-10(h) of Regulation S-X, the non-Guarantor subsidiaries’ information is not separately presented in the tables below, but is included with the Guarantors. Additionally, because TRI Pointe Group has no independent assets or operations, as defined in Rule 3-10(h) of Regulation S-X, the condensed consolidated financial information of TRI Pointe Group and TRI Pointe Homes, the co-issuers of the 2019 Notes and 2024 Notes, is presented together in the column titled “Issuer”. Condensed Consolidating Balance Sheet (in thousands): December 31, 2019 Issuer Guarantor Subsidiaries Consolidating Adjustments Consolidated TRI Pointe Group, Inc. Assets Cash and cash equivalents $ 186,200 $ 142,811 $ — $ 329,011 Receivables 26,016 43,260 — 69,276 Intercompany receivables 576,846 — (576,846 ) — Real estate inventories 737,662 2,327,774 — 3,065,436 Investments in unconsolidated entities — 11,745 — 11,745 Goodwill and other intangible assets, net 156,604 3,289 — 159,893 Investments in subsidiaries 1,870,885 — (1,870,885 ) — Deferred tax assets, net 9,020 40,884 — 49,904 Other assets 14,676 158,749 — 173,425 Total Assets $ 3,577,909 $ 2,728,512 $ (2,447,731 ) $ 3,858,690 Liabilities Accounts payable $ 14,915 $ 51,205 $ — $ 66,120 Intercompany payables — 576,846 (576,846 ) — Accrued expenses and other liabilities 92,479 229,564 — 322,043 Loans payable 250,000 — — 250,000 Senior notes, net 1,033,985 — — 1,033,985 Total Liabilities 1,391,379 857,615 (576,846 ) 1,672,148 Equity Total stockholders’ equity 2,186,530 1,870,885 (1,870,885 ) 2,186,530 Noncontrolling interests — 12 — 12 Total Equity 2,186,530 1,870,897 (1,870,885 ) 2,186,542 Total Liabilities and Equity $ 3,577,909 $ 2,728,512 $ (2,447,731 ) $ 3,858,690 Condensed Consolidating Balance Sheet (in thousands): December 31, 2018 Issuer Guarantor Subsidiaries Consolidating Adjustments Consolidated TRI Pointe Group, Inc. Assets Cash and cash equivalents $ 148,129 $ 129,567 $ — $ 277,696 Receivables 16,589 35,003 — 51,592 Intercompany receivables 758,501 — (758,501 ) — Real estate inventories 812,799 2,403,260 — 3,216,059 Investments in unconsolidated entities — 5,410 — 5,410 Goodwill and other intangible assets, net 156,604 3,823 — 160,427 Investments in subsidiaries 1,672,635 — (1,672,635 ) — Deferred tax assets, net 14,822 52,946 — 67,768 Other assets 12,984 92,267 — 105,251 Total Assets $ 3,593,063 $ 2,722,276 $ (2,431,136 ) $ 3,884,203 Liabilities Accounts payable $ 13,433 $ 67,880 $ — $ 81,313 Intercompany payables — 758,501 (758,501 ) — Accrued expenses and other liabilities 111,902 223,247 — 335,149 Senior notes, net 1,410,804 — — 1,410,804 Total Liabilities 1,536,139 1,049,628 (758,501 ) 1,827,266 Equity Total stockholders’ equity 2,056,924 1,672,635 (1,672,635 ) 2,056,924 Noncontrolling interests — 13 — 13 Total Equity 2,056,924 1,672,648 (1,672,635 ) 2,056,937 Total Liabilities and Equity $ 3,593,063 $ 2,722,276 $ (2,431,136 ) $ 3,884,203 Condensed Consolidating Statement of Operations (in thousands): Year Ended December 31, 2019 Issuer Guarantor Subsidiaries Consolidating Adjustments Consolidated TRI Pointe Group, Inc. Homebuilding: Home sales revenue $ 796,959 $ 2,272,416 $ — $ 3,069,375 Land and lot sales revenue — 7,176 — 7,176 Other operations revenue — 2,470 — 2,470 Total revenues 796,959 2,282,062 — 3,079,021 Cost of home sales 670,545 1,792,163 — 2,462,708 Cost of land and lot sales — 7,711 — 7,711 Other operations expense — 2,434 — 2,434 Sales and marketing 42,432 152,716 — 195,148 General and administrative 80,798 76,363 — 157,161 Homebuilding income from operations 3,184 250,675 — 253,859 Equity in loss of unconsolidated entities — (52 ) — (52 ) Other income, net 6,188 669 — 6,857 Homebuilding income before taxes 9,372 251,292 — 260,664 Financial Services: Revenues — 3,994 — 3,994 Expenses — 2,887 — 2,887 Equity in income of unconsolidated entities — 9,316 — 9,316 Financial services income before taxes — 10,423 — 10,423 Income before taxes 9,372 261,715 — 271,087 Provision for income taxes (2,323 ) (61,577 ) — (63,900 ) Equity of net income (loss) of subsidiaries 200,138 — (200,138 ) — Net income (loss) available to common stockholders $ 207,187 $ 200,138 $ (200,138 ) $ 207,187 Condensed Consolidating Statement of Operations (in thousands): Year Ended December 31, 2018 Issuer Guarantor Subsidiaries Consolidating Adjustments Consolidated TRI Pointe Group, Inc. Homebuilding: Home sales revenue $ 1,073,592 $ 2,170,495 $ — $ 3,244,087 Land and lot sales revenue — 8,758 — 8,758 Other operations revenue — 8,164 — 8,164 Total revenues 1,073,592 2,187,417 — 3,261,009 Cost of home sales 877,928 1,658,971 — 2,536,899 Cost of land and lot sales 17,500 7,935 — 25,435 Other operations expense — 3,174 — 3,174 Sales and marketing 48,593 138,674 — 187,267 General and administrative 78,669 76,361 — 155,030 Homebuilding income from operations 50,902 302,302 — 353,204 Equity in loss of unconsolidated entities — (393 ) — (393 ) Other (loss) income, net (623 ) 204 — (419 ) Homebuilding income before taxes 50,279 302,113 — 352,392 Financial Services: Revenues — 1,738 — 1,738 Expenses — 582 — 582 Equity in income of unconsolidated entities — 8,517 — 8,517 Financial services income before taxes — 9,673 — 9,673 Income before taxes 50,279 311,786 — 362,065 Provision for income taxes (13,084 ) (77,468 ) — (90,552 ) Equity of net income (loss) of subsidiaries 232,716 — (232,716 ) — Net income (loss) 269,911 234,318 (232,716 ) 271,513 Net income attributable to noncontrolling interests — (1,602 ) — (1,602 ) Net income (loss) available to common stockholders $ 269,911 $ 232,716 $ (232,716 ) $ 269,911 Condensed Consolidating Statement of Operations (in thousands): Year Ended December 31, 2017 Issuer Guarantor Subsidiaries Consolidating Adjustments Consolidated TRI Pointe Group, Inc. Homebuilding: Home sales revenue $ 927,247 $ 1,805,052 $ — $ 2,732,299 Land and lot sales revenue — 74,269 — 74,269 Other operations revenue — 2,333 — 2,333 Total revenues 927,247 1,881,654 — 2,808,901 Cost of home sales 780,732 1,392,519 — 2,173,251 Cost of land and lot sales — 14,888 — 14,888 Other operations expense — 2,298 — 2,298 Sales and marketing 34,286 102,780 — 137,066 General and administrative 67,006 70,758 — 137,764 Homebuilding income from operations 45,223 298,411 — 343,634 Equity in loss of unconsolidated entities — (11,433 ) — (11,433 ) Other income, net 38 113 — 151 Homebuilding income before taxes 45,261 287,091 — 332,352 Financial Services: Revenues — 1,371 — 1,371 Expenses — 331 — 331 Equity in income of unconsolidated entities — 6,426 — 6,426 Financial services income before taxes — 7,466 — 7,466 Income before taxes 45,261 294,557 — 339,818 Provision for income taxes (22,501 ) (129,766 ) — (152,267 ) Equity of net income (loss) of subsidiaries 164,431 — (164,431 ) — Net income (loss) 187,191 164,791 (164,431 ) 187,551 Net income attributable to noncontrolling interests — (360 ) — (360 ) Net income (loss) available to common stockholders $ 187,191 $ 164,431 $ (164,431 ) $ 187,191 Condensed Consolidating Statement of Cash Flows (in thousands): Year Ended December 31, 2019 Issuer Guarantor Consolidating Consolidated Cash flows from operating activities: Net cash provided by operating activities $ 88,832 $ 227,148 $ — $ 315,980 Cash flows from investing activities: Purchases of property and equipment (9,469 ) (20,813 ) — (30,282 ) Proceeds from sale of property and equipment — 46 — 46 Investments in unconsolidated entities — (7,022 ) — (7,022 ) Intercompany 186,115 — (186,115 ) — Net cash paid for acquisition — — — — Net cash provided by (used in) investing activities 176,646 (27,789 ) (186,115 ) (37,258 ) Cash flows from financing activities: Borrowings from debt 400,000 — — 400,000 Repayment of debt (531,895 ) — — (531,895 ) Debt issuance costs (3,125 ) — — (3,125 ) Proceeds from issuance of common stock under share-based 449 — — 449 Minimum tax withholding paid on behalf of employees for (3,612 ) — — (3,612 ) Share repurchases (89,224 ) — — (89,224 ) Intercompany — (186,115 ) 186,115 — Net cash (used in) provided by financing activities (227,407 ) (186,115 ) 186,115 (227,407 ) Net increase in cash and cash equivalents 38,071 13,244 — 51,315 Cash and cash equivalents - beginning of year 148,129 129,567 — 277,696 Cash and cash equivalents - end of year $ 186,200 $ 142,811 $ — $ 329,011 Condensed Consolidating Statement of Cash Flows (in thousands): Year Ended December 31, 2018 Issuer Guarantor Subsidiaries Consolidating Adjustments Consolidated TRI Pointe Group, Inc. Cash flows from operating activities: Net cash provided by operating activities $ 156,976 $ 153,686 $ — $ 310,662 Cash flows from investing activities: Purchases of property and equipment (8,038 ) (23,613 ) — (31,651 ) Proceeds from sale of property and equipment — 8 — 8 Investments in unconsolidated entities — (2,274 ) — (2,274 ) Intercompany 40,781 — (40,781 ) — Net cash paid for acquisition — (61,495 ) — (61,495 ) Net cash provided by (used in) investing activities 32,743 (87,374 ) (40,781 ) (95,412 ) Cash flows from financing activities: Borrowings from debt 125,000 — — 125,000 Repayment of debt (193,105 ) — — (193,105 ) Distributions to noncontrolling interests — (2,194 ) — (2,194 ) Proceeds from issuance of common stock under share-based awards 1,943 — — 1,943 Minimum tax withholding paid on behalf of employees for share-based awards (6,049 ) — — (6,049 ) Share repurchases (146,063 ) — — (146,063 ) Intercompany — (40,781 ) 40,781 — Net cash (used in) provided by financing activities (218,274 ) (42,975 ) 40,781 (220,468 ) Net decrease in cash and cash equivalents (28,555 ) 23,337 — (5,218 ) Cash and cash equivalents - beginning of year 176,684 106,230 — 282,914 Cash and cash equivalents - end of year $ 148,129 $ 129,567 $ — $ 277,696 Condensed Consolidating Statement of Cash Flows (in thousands): Year Ended December 31, 2017 Issuer Guarantor Subsidiaries Consolidating Adjustments Consolidated TRI Pointe Group, Inc. Cash flows from operating activities: Net cash provided by operating activities $ 73,208 $ 28,466 $ — $ 101,674 Cash flows from investing activities: Purchases of property and equipment (1,424 ) (1,181 ) — (2,605 ) Proceeds from sale of property and equipment — 6 — 6 Investments in unconsolidated entities — (980 ) — (980 ) Intercompany (14,163 ) — 14,163 — Net cash (used in) provided by investing activities (15,587 ) (2,155 ) 14,163 (3,579 ) Cash flows from financing activities: Borrowings from debt 500,000 — — 500,000 Repayment of debt (413,726 ) — — (413,726 ) Debt issuance costs (5,957 ) — — (5,957 ) Distributions to Weyerhaeuser — (1,333 ) — (1,333 ) Proceeds from issuance of common stock under share-based awards 12,291 — — 12,291 Minimum tax withholding paid on behalf of employees for share-based awards (2,896 ) — — (2,896 ) Share repurchases (112,217 ) — — (112,217 ) Intercompany — 14,163 (14,163 ) — Net cash (used in) provided by financing activities (22,505 ) 12,830 (14,163 ) (23,838 ) Net increase in cash and cash equivalents 35,116 39,141 — 74,257 Cash and cash equivalents - beginning of year 141,568 67,089 — 208,657 Cash and cash equivalents - end of year $ 176,684 $ 106,230 $ — $ 282,914 |